Paramnesia
by SlayrGrl
Summary: Post Sleeper, the First’s tricks cause Spike to become catatonic. Buffy must enter his mind to save him. She discovers a dark world of pain and guilt within his consciousness and the journey leads her to know more about Spike then she ever wanted to. S/B
1. Void

**Paramnesia: **

A distortion of memory in which fantasy and objective experience are confused.

**Chapter 1: Void**

Empty blue eyes in sunken sockets stare into oblivion. A pallid man cast in shadows sits still as stone in a dark room with only the dim light from a small table lamp to make him visible. Like an undead doll he is as lifeless as the furniture that surrounds him, as soft and sturdy yet immobile as the sofa on which he sits. Red hair swishes around a woman's face as she stares into the vacant eyes of the man who is lost within himself. Lost deep in his mind Spike has fallen catatonic.

"Maybe he'll just snap out of it," Xander comments and Willow turns her attention from the comatose vampire to look back at her friends Xander, Buffy, Anya and Dawn, all cast in shadows. They suspected that Spike had been killing, they even came to expect it to be true, but none of them had expected this.

"I don't think so," Willow says. "I think… I think he's in some kind of catatonia."

"What like lost in his mind catatonia?"

"That would be the one." Willow turns her gaze on Buffy. "What happened?" The Slayer's lips thin for a moment.

"I think there was something there, talking to him, making him do things," Buffy says as her eyes fall on Spike and memories of vampires, vampires Spike sired, attacking her in that basement come to mind. She remembers Spike talking to himself, remembers him screaming and pulling at his hair, his platinum locks stretched to their limit; remembers the creases on his brow and the guilt in his eyes. _Do if fast okay? He said you'd do it, _Spike had pleaded and then there was that sad look on his face as the fear made him retreat into his mind. He shut his eyes waiting for the end to come, wishing for it even and wanting for her to bring it. His insanity turned into a deathly still silence. He believed she'd kill him and earlier that night she had come to terms with the fact that she just might have to, but she saw him change.

"Something like what was talking to us?" Willow asks.

"Maybe, but if it was, it's been screwing with Spike big time."

"So what do we do with him?" Anya asks moving closer to Spike and bending down until she's eye level with him. She looks at his stone solid features with an odd sense of fascination.

"I need to know what's been messing with him… with all of us, and Spike's been the closest to it."

"And you plan to do that how?' Dawn asks. "Spike's kinda non-responsive at the moment."

"I'll have to snap him out of it…" Buffy's eyes are glued to Spike's as she thinks over a solution. "Willow, remember when Glory took Dawn and I went all coma-y…"

"Yeah and…" Willow's eyes snap up to Buffy as she understands what the blonde is getting at. "You want me to go into Spike's mind?" Her voice is slightly shaky as she seems a little fearful at the thought of what Buffy is suggesting; fearful not only for the thought of evoking such a spell but for the thought of entering Spike's mind.

"Not you, me."

"What? Buffy think about this for a moment," Xander protests. "It's too dangerous, Spike's an out of control serial killer, and that's outside his mind, I don't even wanna know the fantasies he's got locked up in there."

"Not just the fantasies think about the memories," Anya adds in a wistful tone and her face takes on a look that says she's reminiscing about her own violent past.

"Look, there's something evil working us, and if we're ever gonna have a chance to fight it, we need to learn everything we can about it." Buffy takes a step toward Spike and kneels before him to look straight into his blue eyes, eyes she's gazed into many times before, but they are so different now; faded somehow, hollow. They used to sparkle with a fiery passion, a blistering relentlessness, and smoldering ambition but now they are as dead as the body in which they rest. "I don't have a choice. Whatever this thing is, from beneath us, it's bad, and it's only getting worse."

--

The vampire's limp arms had been thrown over Buffy and Xander's shoulders as they dragged him up the stairs. After the first few steps Buffy's mind drifted to thinking about her own catatonia years earlier. She feels sympathy for Spike; she understands what it's like to be locked in her own mind, to be lost there. She knows how it feels to let the fears take over, to just give up because there's no real hope anyway.

Buffy and Xander walk into Buffy's room and sit Spike on the floor with his legs stretched out straight and head leaning against the side of the bed. Glossy blue eyes stare at the wall as empty as before. Then Xander hovers protectively behind Buffy. Finding her in the bathroom last year, seeing the bruises and teary eyes that _he_ had caused gave Xander the reason he needed to hate Spike like he always had. Before that Spike's inability to hurt people kept Buffy from killing him, but now he could hurt Buffy and the fact that he had; just like Xander always thought he would if he ever had the chance, now there's no reason not to kill him. In Xander's mind that would set the world straight. Black and white, vampires bad and Scoobies good and Spike would be staked and things would make sense again. But here Spike is, still undead, and these shades of grey don't make any sense to Xander. He stands behind Buffy with his overbearing presence until Willow enters with ingredients for the spell. Buffy looks to Xander giving him the okay to leave, he hesitates for a moment then allows Buffy to be alone with Spike and Willow; allows her to stay in the grey room that he doesn't understand.

"Are you sure about this Buffy?" Willow asks with worry, a crease forms between her eyes and her lips twist into an anxious curl.

"I gotta know what I'm up against Will, and Spike knows this thing." That's her official reason, but there is another lurking below the surface. There are emotions that Buffy has for Spike which she doesn't understand. Last year things had not ended well, but what he's been through recently makes her feel for him. The things he's done for her mean something; Buffy just doesn't understand how it all works together yet.

"I just… I don't want you to get lost in there… you have no idea what kind of thoughts run through his head."

"Yeah, but they can't hurt me right," Buffy says, her words flippant, grabbing the candle and other ingredients from Willow wanting to just get on with the spell.

"Not really, no… but if you start to believe what you see around you is real you might not be able to find your way out, you have to be careful Buffy… this spell opens up a link between your minds. It's like a bridge, and it could be really dangerous."

"I'll be fine; I know what I'm getting myself into." Buffy's face is calm to ease her friends concerns, but she takes them to heart none the less.

"Do you? Buffy Spike's… well he's been pretty much crazier then crazy lately… when I helped bring you out of your mind I was basically an outsider watching you go about things, but Spike's got a lot more guilt then you did, a lot more pain, you might not even be able to bring him out of this." Buffy's face falls. She knows Spike is dealing with centuries of guilt from the blood he has shed; he has a soul, a soul he got for her, to be hers, and it's eating him up inside, burning him, and she fears that Willow might be right, that maybe he's gone in too deep. "Just promise me you'll come back." Buffy looks up and offers a soft smile.

"I promise," Buffy says and after a beat of silence Willow leaves the room closing the door behind her.

--

Buffy sits before him now, legs crossed, back straight as a stake, and fingers folded loosely in her lap. A thick white candle rests on the ground before her. Everything is in place. Spike's eyes are staring at her, his empty eyes, like those of a china doll and in that moment Buffy believes him to be just as fragile as one, fragile like glass or a mirror, but Spike has shattered and Buffy is needed to pick up the pieces and put him back together again. She needs to get all the pieces in place before anything can be seen in that mirror again, before anything can be seen in his eyes again.

Spike's shiny silver Zippo rests in Buffy's folded hands. It had fallen from his jacket pocket earlier and was the first lighter Willow could find when she searched the house for supplies. Silver moonlight reflects off its surface as she flips it open and watches the orange flame dance before her. Buffy just stares at the Zippo for a moment, its flame swaying back and forth; many memories are connected to this tiny object, memories of Spike.

She remembers him flicking the silver rectangle open to light a smoke before disappearing into a dark alley, remembers him lighting candles in the lower half of his crypt after their more passionate encounters which lasted until the wicks had burned out. This lighter is more than just a scrap of silvery metal, its part of Spike. Because of that Buffy finds it appropriate for her to be using it to start this spell.

Buffy lowers the flame to the candle and lights it. She looks up to Spike then, meets his empty eyes and begins chanting the spell in her mind. All thoughts are forgotten except for the words of that spell. White wax melts and creates an ever growing pool around the wick. Moments pass and tiny clear beads stream down the side of the candle as the flame grows brighter. Buffy reaches out with her mind and then the world goes blank.


	2. Unwelcoming

**Chapter 2: Unwelcoming**

Buffy opens her eyes even though she can't remember ever closing them, lashes flutter and lids squint from the sudden bombardment of sunlight. All Buffy can see is a brilliant bright blue. Disoriented, it takes her a moment to realize that she's lying on her back staring up at the sky. She pushes herself up off the sandy ground and stands taking in her surroundings. She had been expecting to see Spike, after all this is his mind, but the vampire in question is nowhere to be seen. She's alone here, at least for the moment.

"Defiantly not in Kansas anymore," Buffy says and notices how flat her voice sounds, it's as if it's the only sound to be heard for miles. No background noise, no echo and certainly no response.

Soft sand is below her boot covered feet and growing out of it are dozens of rose bushes, some as tall as the Slayer herself. Buffy stands in a small clearing among the flowering plants. Their stems and leaves twist toward the sky and the flowers upon them are the brightest purest white. She brushes the sand off the back of her jeans and walks toward one particularly large white rose. It juts out from the bush in utter perfection and calls for Buffy to inhale its sweet perfume. Buffy leans in to smell it and brings her hand up cupping around the flower moving dangerously close to its thorns.

_Don't._

Buffy spins around at the whisper, her hair flipping around her face and the rose becoming quickly forgotten. She sees no one, but a new aspect of the landscape has formed. Before her is a large stone cave. Black rock reaches toward the sky like arms clawing to escape the earth and in that stone is a deep tunnel with darkening depths like a howling mouth frozen in agony. Cautiously she moves toward it. The sun is high in the sky and creates a perfect line between the sunlit sand and shadowed rock, Buffy stands at its edge and peers down the throat of the darkness.

"Hello," she calls into the cave. Her voice echoes down the cavern bouncing off the rock and Buffy is glad for the eerie flatness that encased her voice before to be gone, still though there is no response. "Anybody home?"

The Slayer takes another step moving out of the light and into the cold stony cave. Now bathed in shadow Buffy looks over her shoulder at the field of white roses behind her. Then, when she turns back around she finds that she is no longer alone. Buffy gasps surprised to see a boy standing before her. He stares up at her with big blue eyes; eyes Buffy would recognize anywhere, eyes that she's glad to see life in once again.

Buffy kneels down to the boy's level; he looks to be about five or six. Curly light brown hair lies across his head and he's dressed older than his age would suggest, wearing trousers and a shirt resembling what a man would wear in the eighteen hundreds.

"What's your name?" Buffy asks offering the child a smile, although she already knows the answer.

"William," he says in the sweetest voice Buffy has ever heard. Then he reaches a small hand toward Buffy. She takes his tiny fingers in her own and stands up glad to finally have found Spike, or at least a version of him. Buffy knows however that this version of Spike is not the one she needs to reason with to help him escape his mind. How many versions, how many parts of his personality that she'll encounter she does not yet know.

"Can you take me to Spike, William?" The boy does not respond, he just starts to lead her into the depths of the tunnel and Buffy follows.

--

The dripping of moisture off stalagmites and the reverberating thud of two sets of footsteps, one large and one small, is all that can be heard through the cavern of Spike's mind. Young William pulls Buffy down twisting crevasses, and through long channels within the cave. She follows him every step of the way. Now Buffy watches as William enters a particularly thin and dark crevasse. Fearlessly she follows the boy down the claustrophobic corridor and finds that it quickly opens up to a wider space, however as Buffy comes out of the skinny stone passageway she finds herself somewhere new, somewhere not in the cave.

Buffy looks on at William as he stands in the center of a bedroom, the space around her has a style to it that would be ancient even for her grandmother. The bed is a low wooden four poster bed. An intricate woven rug lies across the wooden floor, papers are scattered across a writing desk beside a window with thick curtains, and a tall wooden bookshelf filled with text sits in the corner. This is his room.

"Why are we here William?" Buffy asks. "I need you to take me to Spike." As she looks at him then she sees him close his eyes and shake his head from side to side. Light brown curls bounce and flop against his forehead. "You can't take me to Spike?"

"Too dangerous," William says in a soft voice. He turns from her then and runs to his bed. William drops down onto his belly and reaches under the dust ruffle. He squirms back out and runs back to stand before Buffy with his small fingers gripped tightly around something. Buffy bends down before him and he reaches his hand out to her. As his fingers unclasp Buffy can see that a large yellow glass marble rests in his palm.

"Is that for me?" Buffy asks and William nods his head with enthusiasm. She reaches her hand out and William drops the marble into her palm. Buffy holds the round piece of glass between her fingers watching the light swirl around inside the orb. A smile crosses her face as she stares at the tiny gift.

Thud, a loud noise is heard from outside the room and in shock Buffy drops the marble to the ground. It bounces on the wood floor with a tapping sound. Quickly she rushes to pick it up and as she clasps the glass ball in her fist more banging is heard. Thud, thud, thud, Buffy quickly recognizes the loud spaced out pounds as footsteps, powerful, angry footsteps. Her eyes meet William's fearful blue ones and the boy draws a sharp intake of breath.

"You have to leave," William says as he starts to push Buffy toward a large armoire which stands behind her. Its doors are open wide and clothes hang within. "Quick, he's coming."

"Who's coming?" Buffy asks, but William doesn't answer. He pushes Buffy into the armoire with more strength then a six year old boy should possess. She stumbles and falls back as the doors slam shut.

--

Buffy staggers and falls onto her back her head crashing against the ground with a crack. She lands on the cold stony floor of the cave with William's yellow marble still held tightly in her hand. Buffy groans and brings her hand up to the back of her head. Slowly she lifts herself up and stands to find that the bedroom is gone. Like some twisted version of Narnia she's fallen through the wardrobe into a world of nightmares. Buffy looks down at the glass orb in her hand and buries it in her back pocket.

"Great… now what," she muses as she spins around realizing that she's alone in the cave with no sense of what direction to move in once again. Buffy starts walking deeper into Spike's thoughts. As she walks she wonders if Spike is as lost as she is. She wonders if he knows his way around this maze of tormented rock or if he keeps changing the pattern to prevent his own escape.

Buffy remembers that when she was locked in her own mind that she had a few very specific moments which she kept replaying over and over. She anguished over certain memories and specific fears. She felt guilty because she thought she had gotten Dawn killed. She was lost in her mind over the guilt of one life, one life that wasn't even really lost. Spike has taken thousands upon thousands of lives. The memories he could be replaying are countless, the guilt beyond overwhelming, and Buffy knows that this cavern in which she walks is made from the endless remorse he feels over the blood he has spilt.

It doesn't take long for the Slayer to find something of interest. To the left of the cavern ahead of her there is a break in the wall, a break through which a cool light shines. It's not bright, but strong enough to make Buffy realize just how dark her surroundings are. She moves toward the light watching as particles of dust dance within its cool rays and as she reaches it she rounds the corner of the cave into a large open space. There is no ceiling to the cave here and a full moon can be seen in the starry sky above. Rock walls surround a vast open area, in the center of which is a glimmering pool; however, there is no water present here. Before Buffy is a deep gleaming pool of blood and standing in the center of the thick red fluid is a woman. Her naked form faces away from Buffy wading in the red up to her hips. She has skin as pale as the moon above and smooth as silk, her hair is as black as the night, and she sways slightly sending ripples through the crimson pond.

Buffy looks on at the woman with an odd sense of fascination then watches as if in slow motion the raven haired female turns her head. After a moment she is looking over her shoulder with jet black eyes that stare with intensity straight at the Slayer. Immediately Buffy recognizes Drusilla and her eyes go wide as she's stared down by the vampire. Then just as slowly Dru turns her face away from Buffy and dives into the pool. Buffy watches for a moment expecting the vampire to reappear, but all she sees are the ripples moving through the blood in her wake.

Flash, black leather brushes by in the corner of Buffy's eye. Her head snaps to the left to catch a glimpse of platinum blonde hair. Buffy rushes off toward Spike as he disappears around a corner. The pool of blood becomes completely insignificant as she chases after him. Rounding the same corner Buffy finds that the scenery has changed once again. The cold stone floor is replaced by pavement, the rocky cave has transformed into a thin alleyway between two brick buildings, and Spike stands facing toward her but is not looking at her.

Buffy is frozen as she looks on at the scene before her. Spike wears his vampire mask and in his arms is a dead and bleeding woman. Her limbs hang limply, dead weight in his grasp. Blood darkens her blonde hair as it clumps around her neck where she was bitten. A snarl escapes Spike's throat as he licks the blood from his lips and Buffy realizes that she has never seen him look so evil before. Even when they had been true enemies, even in battle, there had always been something soft about Spike, something that made him seem human; their banter, his laugh, always something. This Spike has no human in him, no softness, just dark, black evil.

Buffy watches in horror as he drops the woman to the ground, she lands on the glossy black pavement with a muffled thud, her body laying in an unnatural pose. It's in that moment that Buffy notices for the first time that scattered before her are over a dozen dead bodies; men, woman, some young girls; all of them suffering neck wounds, all of them killed by Spike. Blood smears their skin and pools on the pavement. Buffy looks down at her feet and takes a step back as the pooling blood from Spike's victims trickles across the pavement in tiny streams toward her feet. She looks back up then to see the blonde vampire turn from her and walk out of the alley. He moves without ever looking at Buffy, as if he were unaware of her very presence.

For a moment Buffy is too mortified to move. The reality of the things Spike has done has never been as clearly set before her as it is now. She's always known he was a killer, she'd even recently been attacked by those who he'd sired; but now there are dozens of dead bodies before her, only a fraction of the evil he has done, and the sight chills her to the core. Then Buffy snaps out of her fear. This is only a vision in Spike's mind, she reminds herself and rushes after him leaping over the corpses as she does. She understands now what Willow meant about getting lost, and something tells Buffy that this won't be the worst thing she sees here.

* * *

A/N: The majority of this fic takes place in Spike's mind, and if it seems that things are all just thrown together in the beginning, I promise it will make sense later on, it won't be as random as it seems. Hope you all like it.


	3. Chasing

**Chapter 3: Chasing**

Buffy rushes into the street after Spike and finds the world around her shifting once again. The cave is still gone, and a street still stands before her, but the modern day pavement and brick buildings have transformed. The street is now made of dirt, and the vehicles that pass Buffy are not cars but horses and buggies. It takes her a moment to absorb her surroundings, but she doesn't have to make much of a leap to come to the conclusion that she's in 19th century London. Her head whips around in all directions searching for Spike, but he is nowhere to be seen. As she makes her way aimlessly down the street kicking up the dust road as she moves various pedestrians walk about oblivious to her presence. Men brush by her in tweed jackets and Women stroll by in long heavy gowns. Buffy finds that she's glad to only be an observer in this particular memory of Spike's.

Buffy notices that there is little light cast by the streetlamps and the shadows seem to be growing larger with every step she takes. She looks over her shoulder wondering if she should turn around. When she looks back however she sees someone familiar. Young William stands directly in the warm light before an alleyway up ahead. He's facing her and the second that Buffy spots him she picks up her pace to reach him.

By the time Buffy gets to the boy the streets seem to have completely cleared of passersby's. Only she and William exist in this 19th century ghost town. He looks up at her with wide blue eyes as she kneels down before him.

"William," Buffy says. "I really need you to take me to Spike." William simply shakes his head. "It's really important," she pleads. His blue eyes meet hers and then he looks away. After a moment Buffy follows his line of sight. He's staring down the alleyway beside them and in that alleyway Buffy sees something which she cannot take her eyes off of. There is another version of William here, an older one dressed in old fashioned attire. He wears wire framed glasses and his hair is a light brown mess of curls. Buffy is awestruck at the sight of him and notices a sweetness about this man, he's gentle and sensitive; and as Buffy looks at him she can see where that soft part of Spike's personality comes from. She sees the loving part of Spike that she never gave him credit for.

Then Buffy notices that before this William who rests his back against the brick wall of the building is Drusilla. Buffy's brow crinkles slightly and her lips part in awe. The vampire's black gown covered in intricate lace moves fluidly as she dances closer to William entrancing him with her eyes and the sway of her hips. She speaks to him, but to Buffy their voices are a blur. The Slayer watches in horror as William; innocent William, allows the raven haired vampire to near his neck, Buffy's breath catches in her throat as Dru's face transforms and slowly she sinks her fangs into his flesh. The older William screams out in pain and Buffy's muscles tense as she stands wanting to go to him, to save him, but the young William at her side grabs her hand firmly squeezing her fingers with all his strength and Buffy stops.

"Let's go," the boy says and pulls Buffy with him, she hesitates for a moment then allows the young boy to drag her away from the sight of William's death.

--

"Why do you keep bringing me here William?" Buffy asks as she sits on the edge of the boy's four poster bed. After they walked away from the alley William led Buffy down the road and into a two story Victorian house, his house. She followed him past the parlor room and up the thin wooden staircase to his room. Now he sits at his desk drawing pictures while Buffy looks on.

"It's safe… I didn't do anything bad here," William replies and Buffy is silent for a moment.

"Who was coming before William? When you pushed me out," Buffy asks, William looks to her but says nothing, the only indication that he even heard her question is a slight wavering of his eyelashes. It's then that Buffy notices a flower in a small vase on William's desk, a large white rose in full bloom. "Is that rose from the bushes outside the cave?" William smiles, he sets his pen down and scoots off his chair. Buffy is pulled to her feet as William takes her hand in his and pulls her out the door of his room and down the stairs causing them to creak with every step. Buffy barely has time to look around the large and ornately decorated Victorian house as she's pulled through the entry way then through the kitchen and to the back door. William pushes the door open and he and Buffy step outside into a beautiful garden.

Flowers of all kinds surround while the sun shines warm golden light upon everything around her. What catches Buffy's eyes first though are the large white rose bushes. Their flowers are as pure a white as the ones she saw when she first entered Spike's mind. Before the rose bushes is a stone bench and behind them the garden continues overflowing with bright yellows and purples and greens. Buffy then notices that William has disappeared. She spins around looking for him, but as she faces the open kitchen door of the house the boy is nowhere to be seen. When Buffy turns back toward the roses however she finds a different version of William is now here with her.

A much older William sits at the stone bench before the roses. His limbs are lanky and even sitting Buffy can tell that there is something awkward about this young man. He adjusts the glasses which sit upon his nose and scribbles something upon a pad of paper in his hand. Buffy sits down beside him, but he does not acknowledge her presence. William mumbles as he scribbles and Buffy stares intently at him soaking in his features. She looks at all the ways in which he resembles Spike, and all the ways in which he does not. She can see that he is Spike, or that he will be, but he looks so soft. His skin blushes with color, his hair appears soft as does the pull of his lips as he smiles, and his eyes are so gentle.

"My heart…tis grown a bulge in it," William murmurs, his voice, Spike's voice speaking in a much thicker accent then Buffy is used to. She smiles at him warmly. The sweet perfume of the roses behind her swirls around her senses, she turns herself to face the white flowers and wraps her hand around one of the large blossoms. This short moment is rather peaceful Buffy thinks as she pulls the white rose to her. She closes her eyes and breathes its sweet smell in deep then pulls her hand away sliding it past a razor sharp thorn as she does.

"Ow," Buffy says. She brings her hand up to her face and sees that one of the thorns from the rose has pricked her finger. A tiny bead of blood forms on her fingertip, one single drop of blood. For a moment she's entranced by the tiny crimson dot; so much so that she fails to notice the sky's sudden darkening; she doesn't notice that the garden is changing all around her, changing from a bright colorful place of light to a dark cold place of death. When Buffy looks up the warm sun has disappeared. It's now night and William is no longer at her side. She stands up and spins around trying to get her bearings. Before her eyes the flowers of the garden shrivel and wilt then the entire bush disappears, drying up and turning into a twisted mass of dead branches. What replaces it are worn stone headstones of an ancient graveyard.

The tiny cut on her fingertip is forgotten as Buffy finds her balance in her changing surroundings. At her feet there is a newly covered plot. No headstone lies before the overturned earth, and as Buffy stares at this nameless final resting place the ground begins to move. Her Slayer senses tell her that a vampire is about to emerge, she reaches for her stake but she doesn't have one in this dream world and the beating of her heart begins to quicken.

Buffy backs up as the dirt begins to shift and bone white fingers appear clawing through the earth. For a moment the Slayer's mind flashes back to when it was she who was digging her way to the surface, quickly she banishes the thought. With no weapon Buffy knows she should run, but something keeps her glued to where she stands, as if the grass had cemented her in place. Another hand appears, dirt beneath its fingernails, and soon arms are visible as well. Then in the distance there is another movement to catch Buffy's attention; a figure sails among the headstones. She is darker then the night, a dancing shadow in the moonlight. Yellow eyes advance as the vampire at her feet pushes his way out of his grave.

"Oh goodie," Drusilla coos as she comes to stand before the grave where a newly sired William is clawing his way out. "Willy's wormed his way out of the dirt." A large menacing smile crosses Dru's face as vampire William pulls himself the rest of the way out of the earth and stands before her. He looks around amazed at how differently the world looks to him through yellow eyes, at how differently everything feels. Even his dirt encrusted fingernails seem fascinating to the newborn vampire. "Isn't it wonderful William, I'm a mummy now." William's eyes meet hers.

"Yes… it is wonderful." William says then turns and looks straight at Buffy, his feral yellow eyes staring into her soul. An eerie chill runs down the Slayer's spine. Drusilla turns as well to face her and the raven haired vampire licks her lips while a devilish grin casts itself across vampire William's face. It only takes Buffy a second to realize that they see her, unlike other visages in Spike's mind, and with no weapon at hand Buffy's mind tells her to run, and she does.

Buffy takes off moving as fast as she can through the graveyard, she doges between trees and jumps over head stones, all the while she can hear them chasing her. _This isn't real_, she reminds herself with every step, _this isn't real_, but at the moment it feels very real. The cold night air, the wet grass beneath her feet, the demons chasing her, it's all very…

"Oomph," Buffy says as she trips and falls head first into an open grave. Buffy tumbles downward past dirt and roots, but even after eight feet she finds that she's still falling. Her body spins around as she falls through nothing-ness twisting her hair around her face and she stares back up at the quickly disappearing night sky through the hole of the grave. Like Alice falling down the rabbit hole Buffy wonder's if she'll ever reach the bottom.


	4. Hiding

**Chapter 4: Hiding**

Buffy crashes into the ground with a thump landing hard on her back. Dirt flies up around her body like a mushroom cloud as she squeezes her eyes shut. Then after a moment she lets out a deep breath. Real or not she still feels the aches and pains through her body from falling and landing on her back. As she looks up from where she fell she can no longer tell how she came to be here. Slowly she pushes herself to her feet and rolls out the cracks in her neck.

"Ow… okay, I am so done with the whole laws of physics and… geography, don't apply in Spike's brain thing," Buffy says as she dusts the dirt off her clothes and once again looks around at her new surroundings. She's back in the cave again. There's dirt at her feet and rock all around, but in the ceiling of the cave there is a hole; a perfectly round hole which through warm sunlight shines. Brilliant yellow rays of sunlight.

Ten feet from her boot clad feet there is a perfect circle of sunlight on the floor of the cave created by the beam of light shining through the hole in ceiling. Once again the time of day has changed in an instant, but Buffy knows that here in the catacombs of Spike's mind time has no meaning. She takes a step toward the light watching as particles of dust float around and dance within it. Then she hears it, footsteps. Buffy spins around to face the reverberating sound and when she sees him she has to take a step back. A deep sigh escapes her lips as she looks on at the man before her and takes in his appearance.

Spike stands before her, his hair in a mess of platinum curls with dark roots, his face long, bluish circles are beneath his eyes, and his shirtless chest is covered with deep cuts carved into his skin over scars. This Spike Buffy remembers well, it was only a few weeks ago that she saw him like this in the school basement. This Spike is crazy with guilt and Buffy is starting to truly understand that.

"Burns so bad love," Spike says and Buffy finds herself speechless. "Can't keep it, can't cut it out… what's a man to do." His voice is somber.

"Spike," Buffy says in a small frail voice. "We have to go… we can't stay here." He reaches to her then and brings his hand under her chin to caress the side of her face. She had planned to have convincing things to say to drag him out of his nightmare, but now all words escape her.

"Can't go… don't belong, don't deserve, had it all written down, but I dropped my board and the chalk all ran." A crease forms between the vampire's eyes and his gaze shifts away from Buffy's face.

"What? Spike…"

"Shh, can't you see, I got the spark and God it burns Buffy, but it didn't make it better, doesn't make me a better man…" Spike stops for a moment and drops his hand as his face falls, "just burns, and I've got to burn it out… I've been a bad boy, an' now I know it, now I _feel_ it… got to burn it out." He takes his eyes off her then and sets his gaze on a point beyond her. Spike steps around the Slayer and walks farther into the cave. She spins and watches as he comes closer and closer to the beam of light, then he stops just before its deadly rays.

"Spike, don't!" Buffy shouts and he turns to her looking over his shoulder. Those blue eyes pierce through her.

"This is what I deserve," he says and then without further hesitation takes one final step into the light.

Buffy rushes forward with her arm outreached but it's too late. The sun engulfs him in its warm rays and the fire that erupts swallows him whole. A pained expression crosses her face as she watches his skin burn and blister. Tears well in her eyes as his muscles and bone disintegrate and disappear leaving behind a pile of dust that floats in the warm rays of the sun. It's all happened so fast. He's gone and for a moment Buffy forgets that it's not real, she forgets that it's just a figment of Spike's imagination. For a moment Buffy can feel a dreadful sinking in her stomach, it churns and flips her belly giving her a sick feeling. Her outstretched arm falls slack and returns to her side, but then she wipes the tears from her eyes and remembers that it's not over yet.

_Buffy_

Buffy shakes herself out of her imaginary grief. Her friendly little whisperer is back and she sees him now on the other side of the cave another dark tunnel spirals on with endless depths behind him, young William stands there with his blue eyes reaching out through the darkness. She walks past the beam of light where Spike's ashes float and makes her way to William. Then she stops, William turns his head over his shoulder and looks back into the darkness behind him. Thud. William turns back to Buffy. Thud, thud, thud. Buffy rushes to get to him.

"It's coming," William says just as Buffy reaches him.

"What's coming William, you have to tell me," Buffy says as she kneels down to him.

"Can't," he replies as he looks over his shoulder again. Thud. "We have to go," William grabs Buffy by the wrist and drags her down another tunnel of the cave. They run side by side down the rocky passageway.

"William, you have to tell me what's after us so I can fight it," Buffy pleads with the small child as they run.

"Can't tell, never tell… it said not to, said if I did it'd make me do more bad things."

"I won't let it, I promise."

"Too scared… it wants to eat our bottoms," he replies saying the word bottoms utterly cute in his tiny English accent, but at the same time the phrase is frightening as well.

--

If all roads lead to Rome, in Spike's mind all roads lead to William's bedroom. Buffy finds herself here again sitting on his four poster bed while he plays with marbles on the floor. This is his safe place, and yet Buffy knows that even here the thing looks for him. She remembers him pushing her out of his wardrobe the first time he brought her here; and for the first time Buffy understands that there is nowhere in his mind where Spike is safe. The thing, from beneath them, it devours and it is everywhere.

"William," Buffy asks and he looks up at her diverting his gaze from the shiny marbles on the floor. "The thing, the one that's after you… you said it makes you do bad things." William nods. "Did it make you…" Buffy pauses for a moment trying to think of how to approach the subject of killing with a six year old. "Did it make you bite those people?" William nods again, and Buffy nods as well.

At least now she knows that she was right in thinking that something else had been controlling Spike when he killed those people, when he turned them and sent them after her. Spike has just been this thing's puppet, and Buffy needs to defeat his puppet master. She needs to know who's been pulling his strings for his sake as well as her own. Buffy lays back on William's bed to think, her head rests on the thin down pillow and she stares up at the ceiling. She can hear the young boy knocking marbles together on the floor and she smiles at his innocence, an innocence that he carried into his adulthood Buffy thinks as she remembers an older William sitting on a stone bench in the garden. She had lost that innocence much sooner than he. She had grown up and faced a life filled with death much sooner.

"Always crawling into my bed," A voice calls and Buffy quickly turns her head to the left to see that Spike now lies beside her. She pushes herself up on to her arms and looks over at Spike who lies on his back in his dark jeans and a black tee sans his leather jacket, the leather jacket that still sits in her closet from when he left it at her house last year. His arms are folded behind his platinum head and he's turned to her. This Spike Buffy's glad to see, he's not crazy with guilt, or looking at her with bloodthirsty eyes. This is just Spike, her Spike.

"Spike," Buffy says with shock evident in her voice. "I've been looking for you."

"Been hiding, thought I'd of scared you off by now."  
"Why would you want to do that?"

"You shouldn't be here… you should have killed me, course it's not too late for that now is it?"

"You came here to tell me to kill you?"

"That would be the jist of it, yeah."

"No, Spike, what's been happening isn't your fault; something's been playing with you…"

"Blood's still on my hands love."

"Spike, listen to me… from beneath us, this thing, it's made you do stuff and I need to know what it is, I need to know how it's been controlling you." Spike sighs. A moment of silence passes between them, William's marbles cracking together on the floor is the only sound to be heard.

"Only reason I came back was to help you take… this thing, whatever it is, out… after… after what I did, last year… I don't deserve to be around you and yours, but if you think I know something about the bottom-eater I'll help you figure out what you need to know."

Buffy nods, that was after all the reason for trying to drag him out of his mind. She needs to know what he knows about this thing. She needs to know how it's been messing with all of them and how she can defeat it. Her purpose here is to find out about the thing beneath, but some part of Buffy doesn't feel right with that thought. Could she leave his mind with the information she needs only to kill him when she gets back to reality? That is what he seems to want, but something about that doesn't seem right.

For a moment Buffy's mind flickers back to the crazy shirtless version of Spike throwing himself into the light of day and dissolving into flames before her eyes. That upsetting thought nearly brings tears to her eyes once again. Despite how things ended with them last year Buffy feels like she could never feel the disgust toward Spike needed to kill him. He's hurt her in the past, but he was also at one point the only person she could talk to, the only person she could stand to be around. She had confided in him and she had cared about him. Something about him asking her to kill him feels wrong, especially now that he has a soul; but for now she'll take things step by step.

"Tell me what you know then," Buffy says and Spike looks at her with a smile.

"I'm not sure I know what I know," Spike says and Buffy's face crunches in confusion. "Best to show you," he says.


	5. Seeking

**Chapter 5: Seeking**

Her green eyes stare into his blue ones and for a moment she's unaware that the world is shifting around them, after all it's been happening so often lately that there's no need to pay attention to the changes in her location. William's bedroom falls away and even the bed they lie on disappears. All the while her eyes are glued to his. When Spike breaks their gaze Buffy notices that they're now lying on the ground. They're in someone's front yard and its night. Grass is beneath Buffy's back and there is a small house ahead of them with its porch light on. Spike stands and Buffy follows suit.

"Where are we?" Buffy asks glancing around. She recognizes it as a residential street in Sunnydale, though not one she's walked often.

"Don' remember the street exactly," Spike says looking around, Buffy follows his gaze and then she sees him. Spike, another Spike, walking with a young woman with short blonde hair, she's cute, blue eyes, but heaver then herself, the Slayer thinks as she eyes up Spike's date. Buffy and Spike look on at the _other_ Spike the one with his hands shoved in his pockets and who sports a jean jacket, that Spike is talking to the woman at his side. She smiles and they make their way up the porch steps. "I met her at this bar," Spike says. "Met a lot of girls there."

"Was she the first?" Buffy asks with a confusing mix of emotions. Jealousy twinges in her mind at the thought of Spike talking to other women, and then there is fear and sadness as well for the knowledge that Spike will kill this woman he's with; has already killed the woman she sees him with she amends in her head as she realizes that this is only a memory.

"Not sure… first I remember, and even then I don't remember so much." Buffy and Spike look on as the woman offers the vampire on her porch to come inside with a coy smile and shifting of her hips. "I turned her down, liked to talk, liked the conversations, but… anything more than that… after you, I just wasn't ready, I was gonna leave." They watch as the Spike on the porch goes to turn around but the woman grabs his arm and looks up at him with fluttering eyelashes, Spike leans in to kiss her. "An' this is the last I remember… but I know how it ends, don' remember it, just know."

The Spike on the porch moves his lips from the woman's mouth to her throat and as his kisses become hungrier Buffy can see his face change. Even though he is partially blocked by the woman's spiky blonde hair Buffy can see the bumpies appear on his forehead. The woman yells out as his teeth drive through her flesh and he grips her body tighter. Buffy glances to the Spike at her side and she can see the guilt on his face, she can see it welling in his eyes and eating him up inside. When she looks back to the porch the other Spike has pulled away from the woman's neck and licks his bloodied lips. That Spike looks ravenous and animalistic. He doesn't look like the Spike she knows; even in the days when they were mortal enemies Buffy can't ever remember him looking so much like a demon.

"What changed?" Buffy asks. "Something happened there, at the point where you don't remember anymore… what happened there Spike?" She looks to him and he drags his eyes away from the porch scene to look at her. His brow creases and he silently shakes his head back and forth.

"Dunno," Spike says. "I think it was talking to me, but I don' remember."

"Why do you think that?"

"It was talking to me in the basement," Spike says and his eyes get a glazed over look to them as he remembers standing on the dirt floor of the basement where he had tried to lead Buffy to her death.

Buffy looks around as the scenery distorts again. The yard where they stand starts to blur as if they were caught in a wind storm, the grass and sky and street before her all smear like a watercolor painting with too much water and not enough paint. Everything becomes hazy and Buffy feels a bit of vertigo overcome her; then as it starts to clear up again and detail returns to her surroundings she sees that they are back in the basement with the dirt floor and Spike's chilids. She looks on as another version of herself fights with the vampires that swarm around her. She watches as her doppelganger swirls and kicks and takes out the vamps that rush at her. For a moment Buffy feels a bit of pride as she watches herself work.

"Hey, I've got some good moves," Buffy says with a chipper tone to her voice.

"There," Spike says and leads Buffy's sight to the other side of the room. There she sees Spike cowering in the corner, he's distressed and pulling at his hair, but he's not the only Spike she sees. There are two of him, three total if she counts the one at her side who looks on with her.

"I don't understand," Buffy murmurs. She looks on as the one Spike, the confident one with empty eyes, talks to the other.

"It can look like whoever it wants," the Spike at her side says. "It likes to look like me… or you."

"Why couldn't I see it before?"

"It didn't want you to see it… for a long time I thought I was just losing my mind, seein' things that weren't there an' all."

"But you weren't… it was just playing with you."

"Right you are about that… it likes to whisper, get in to your head and no matter what you do you can't block it out… it likes to remind you of all the terrible things you've done."

"The First," Buffy says with understanding for the first time. She remembers when it had done the same mind game with Angel years back, "I still don't get how…"

"It got me to kill again? Maybe it didn't maybe that was just me."

"Spike, no… don't even think that, you just told me this thing has been screwing with you, and I saw… I saw you change… it did something to you to make you kill those people, think Spike." His eyes move back and forth from the Slayer and the scene before them. "Come on Spike, it must have said something… done something, put you in some kind of trance." He looks down at her.

"I don't remember it doin' anything…"

"And you don't think that maybe that's a sign!" Buffy shouts. "Don't you think that if this was all just you that you'd remember killing these people?" Lines of confusion crease Spike's brow and he runs a hand through his hair, he looks around wildly for a moment and Buffy can tell that this is wearing on him. "Think Spike!"

Spike's head is spinning, pieces of broken memories come to light but nothing makes sense. It had said something; he remembers something, but what? His eyes lock on Buffy's and get entranced in her swirling green orbs. He remembers when _it_ had taken on her from, but when it looked like her it never had that kind of life in its eyes like he sees in hers now. He remembers when it looked like her and he was in an alley with a young man, it did something then and Spike remembers feeling changed. He remembers feeling like he no longer controlled his actions. It did something, it said something, no… it sang something.

The world spins again, this time more violently then before. Spike's mind is trying to remember and trying hard. Buffy grabs on to Spike's arm as everything shakes and is pulled apart. Buffy feels like she's being pulled into a black hole as the basement dreamscape disappears. Slowly pieces of a new environment fall into place but it takes the Slayer a moment before she can process where she is. Once all the pieces are in place, the image of the puzzle is clear and once again Buffy finds herself in William's bedroom. She sighs. She thought for a moment that Spike's mind was reaching out for something, searching for the answer to explain how this thing from below can control him; but now they're just back here again. William plays with his marbles on the floor and Buffy and Spike look on.

Buffy looks to Spike, his eyes roam the room looking on with intrigue. He looks around as if he were searching for something and Buffy then starts to think that maybe there is something to being here. She realizes that his mind has brought him here for a reason. There is something here that explains why the thing had controlled Spike and made him kill. The reason is here and he's been trying to tell her that all along. William has been dragging her back here time and time again and she sees now that it's not just because he feels safe here, it's because this is where she'll find her answers. Then she hears it. Thud. Both Buffy and Spike's heads jerk to face the door.


	6. Triggered

**Chapter 6: Triggered**

Buffy looks on with Spike at her side as William rolls a large yellow marble toward a circle of marbles of various colors on the wood floor of his room. She then remembers the marble the boy gave her earlier and pulls it from her pocket. It's the same marble he plays with now in Spike's memory. She stares at it for a moment watching the light from the window dance inside the orb. Thud, Buffy turns her head to the bedroom door once again. She can hear voices shouting from beyond the door. William's eyes grow wide as his head jerks to look at the door. Then it opens.

Buffy takes a step back as a woman enters the room and slams the door behind her. She locks the door and pulls William's desk chair beneath the knob to ensure that it won't open again. A loud, angry man's voice, a deep drunken voice, sounds from beyond the door as Buffy looks over the woman's appearance. She wears a long dark gown with long sleeves and what must certainly be an excess of undergarments. Her hair is long and blonde and sits upon her head in an intricate web of curls. Buffy watches as she takes a step back from the door as the pounding continues and turns to William. The boy's face is quite frightened now and the woman picks him up and pulls him to her tightly.

"She's your mom," Buffy says in the softest whisper. Her eyes steal a glance at Spike who's fixated on the scene before them, then Buffy turns back to the boy and his mother.

"Mummy," the boy coos as the woman sits down on the bed with him in her lap. She runs her hands over his head and shushes him as the man on the other side of the door continues to yell incoherently. William's small hands tighten around the yellow marble still in his grasp and his mother begins to hum.

"Father was a lousy drunk, thanked the heavens the year he died… I was twelve," Spike says without taking his eyes off the boy and his mother. Buffy's head jerks back to the door then as another loud thud is heard. The boy's mother's humming grows louder and she runs her hands over young William's ears. Spike looks on completely entranced by the scene before him and Buffy. Then the woman begins to sing.

"Early one morning, just as the sun was rising," the woman sings in a beautiful voice. Beside her Buffy notices Spike twitch. The blonde vampire squeezes his eyes shut as his mother continues to sing. "I heard a maid sing in the valley below." Spike shakes his head and Buffy watches as his features distort. This is it Buffy thinks, this is how their beasty is controlling Spike, this song. Spike drags his fingers through his hair and then his demon emerges. He just looks on for a moment and growls, then with a snort his head snaps to face Buffy and he stares at her with dead yellow eyes; the same eyes he looked at her with when he attacked her in the basement earlier. Empty, evil, yellow eyes. These eye's are not just that of a vampire, they are the eyes of evil itself and as Buffy looks into them she fails to see even a piece of Spike. Spike, is gone.

"Spike!" Buffy yells as he lunges at her, his mouth wide and yellowed teeth gleaming at her. She stumbles backward and nearly trips, but manages to grasp the bookshelf and right herself. He leans in toward her neck, hunger fueling his every move. Buffy places both hands on his shoulders and shoves him back. Spike stumbles back and Buffy steadies herself.

"Spike, I know you're still in there," Buffy says, but all Spike does is throw a punch at her which she easily blocks. "Listen to me… this is how this thing is messing with you," another punch and another miss followed by an angry growl. Buffy's eyes catch young William as he sits in his mother's lap and Spike continues to snarl at her, the yellow marble spins between the boy's fingers. Spike lunges at her again and as she knocks him back across the room a thought comes to mind, the marble is the key. She unclasps it from her fingers and glances at it while Spike rights himself and prepares to charge at her again. Then her eyes meet Spike's yellowed ones as he growls at her. She holds the marble out at arm's reach and Spike pauses for a moment as he sees it. He twitches and shakes his head. Buffy smiles as she sees that she's starting to figure out what's setting off these reactions in Spike.

"Spike?" Buffy calls out to the vampire as he shakes his head once again. He turns away from the marble for a moment and his demon growls fiercely, but as his eyes see the swirling yellow orb again his growl fades and Buffy can see that Spike is trying to get through, is fighting to get through. "Spike, it's just me… Buffy," he shakes his head again. "Come on Spike, you can break this thing's control… I know it… I believe in you." His eyes lock on the marble in her hand and slowly his face returns to normal. He continues to stare at the marble again for a short time longer then his eyes shift up to hers.

"Gay is the garland, fresh are the roses," William's mother continues and there is another loud thud against the door, but Spike is now back to normal and it's obvious that he's going to stay that way. His blue eyes turn from Buffy to focus on the pair sitting on the bed then he looks back to Buffy.

"You okay," the Slayer asks calmly.

"Yeah," Spike replies.

"I think the song was it… what made you go all, you know, grr."

"Thinkin' so too pet… must've been conditioned… bloody mind tricks, that song was the trigger."

"But it's broken now," Buffy says with a hopeful tone and Spike turns to the memory of his mother once again and listens to her sing.

"I ask of the roses, why should I be forsaken? … Why must I here in sorrow remain?" Spike turns back to Buffy again.

"My pop bought me those rocks… only good memory I 'ave of him," Spike says. "Used to think when I played with 'em that when he got like this," Spike nods toward the banging on the door. "That maybe there was still some good inside him." Buffy nods and a wave of silence passes over them both.

"Spike, whatever this thing did to you to… condition you, we broke it. It can't control you anymore." Buffy says. Another pause passes between them. "Come back with me." Spike's head turns to her.

"No... you've got your info... thats it, I won't... Not after what I've done."

"Spike…"

"No!" he yells and storms toward her. "Don't you see?" Spike says as the room begins to darken and slowly slip away. The darkness seeps in around them as his anger and guilt rise. He raises his hands before her just as the bedroom disappears and all that remains is never-ending blackness. The palms of his hands are covered in a thick layer of blood. It drips from his fingertips and falls to the black ground splattering on the rock floor.

"That wasn't your fault!" Buffy shouts as she meets his eyes and sees the pain and guilt that swirl around within them. Her voice echoes into the dark nothingness that surrounds them.

"Doesn't matter, the bottom-eater... having a soul, not having a soul, it's all still me… bloods on my hands and… God Buffy, I don't deserve to live after what I've don'… thought I could, but even with the soul I've still…" A thick crease forms between his eyes and Spike clenches his blood covered fingers so tightly that the white of his bone stretches the skin to its limit.

"Spike, you can be a good man," Buffy says sincerely but Spike shakes his head no. "I know you can be a good man." Spike scoffs.

"Think I can be a good man, a bloody white hat? You don't know… we'll I'm gonna show you." His eyes meet hers then and he takes one strong step toward her and grabs her firmly by the shoulders. Warm blood soaks through the fabric of her shirt but she can't take her eyes off his, and the world once again falls away.


	7. Show and Tell

**Chapter 7: Show and Tell**

Horse hooves trotting on a stone road is the first thing to enter Buffy's senses. Warm lantern light and the quiet hum of voices in the distance come next, then the petulant smell of city life sans a sewer system. The 1880 version of London comes into view and Buffy recognizes it from the street she wandered on to much earlier when she was still searching for Spike. This memory, however, is far more real to her then the last time she had been here. It had seemed perfectly real then, but now as Buffy looks back she can see how dream-like that moment really was.

The features of this moment are almost too vibrant to be real, and none too pleasant. This memory, for whatever reason, has been well kept in Spike's mind, preserved down to the last detail. The wind that blows through her hair and licks across her skin is wickedly violent and cold, the smell of horse manure, dirt, and smoke invades her senses with vengeance, and her eyes dilate adjusting to the dark London alleyway.

Gold flickers through Spike's cerulean orbs and he stares down into her with powerful eyes.

"Know how I got my name pet?" Spike asks with a low raspy voice. Buffy's mind races, and at first all it digs up is nothingness, then something comes back to her. Giles voice, he was reading from some Watcher diary, Spike had just come to town and they needed to know more about him. Spike, got his name from…

"Railroad spikes," Buffy says in a whisper.

"That's right pet."

Spike backs up from her and Buffy looks down to his hands. Resting in his right palm is a long, thick square shaped nail, a railroad spike. Buffy's breath catches in her throat. Her eyes fly back up to his face and she watches as it transforms. As the bones beneath his skin shift and his eye blaze orange other parts of his appearance change as well. His hair falls out of its slicked back form into a mess of curls and darkens into a natural tone. Buffy looks Spike up and down and sees that his outfit has changed from the black on black to a tweed suit circa 1880. He looks dirty and wild. For a moment Buffy is reminded of when she saw Spike dig his way out of his grave, and that thought scares her more then she'd like.

Spike's head jerks to the side as the sound of footsteps is heard in the distance. Buffy's eyes are wide as saucers and she backs up until her back comes in contact with the brick wall. She looks down the thin alleyway and sees a man walking toward them. His eyes are cast to the ground and the wobble in his step tells Buffy that he's had one too many drinks. Curly black hair rests under a black hat. Dark clothes cover his body in all his short stature, and then he hiccups and looks up to see Spike. Except he's not Spike yet, he's William the bloody and he's looking for revenge.

"Good God, what thing are you!" The man howls into the night as he stumbles and braces himself against the wall. Spike grips the metal stake in his hand tightly. The vampire storms up to the bewildered man and as he tries to run Spike grabs him by the back of his collar and tosses him to the ground. He looks up at Spike, eyes bulging and fingers clawing at the dirt. Spike looms over him and then lets his face shift back to its human visage.

"What? Don' remember me?" Spike asks.

"William," the man stutters with surprise, "my God... what has become of you, you're... you're..."

"A demon," Spike calls out as he grabs the man by the lapels of his jacket, yanking him up from the ground and slamming him against the wall just beside where Buffy watches in horror. She jumps startled as his back is slammed against the brick. "M' gonna give the phrase William the bloody whole new meaning mate," He says then thrusts the railroad spike upward hitting the man beneath his jaw and using enough force to drive the object clear through the top of his skull.

Buffy flinches at the sound of his skull fracturing, that crunch, and the last gasp of breath that escapes his lips. Spike steps back and the man slides to the ground with a defeated thump. Blood pools out of his head and the Slayer finds herself nauseous for the first time in her career. Buffy stands frozen in shock for a moment. Her skin is cold and her eyes are watering in the weather of this all too real dream. Then her eyes flicker back to Spike and she watches as his form transforms back into the Spike she is accustomed to, the one in a black tight smoky tee, roughed Doc Martins and bleach blonde hair.

He looks down at the memory of his victim watching idly as the blood begins to run in tiny streams toward his feet. Then his eyes look back to Buffy and he can tell that he's frightened her.

"Killed nearly a dozen people like that within a week of bein' a vampire, not to mention the dozens of others I ate… that was just one week. There's a hundred years of destruction caused with my hands." His words are solemn, voice low and dark, and just as Buffy is beginning to think that maybe she should just kill him his eyes dart to hers and she sees how the guilt that swarms in his soul creates creases in his brow and between his eyes. This man before her who will forever be frozen in his late twenties seems to have aged a thousand years simply from the sorrow and remorse that so obviously encompass his being.

"You're not that person anymore Spike…" The muscles in Spike's jaw flex and he storms toward her slamming his hands against the brick on either side of the Slayer. Buffy flinches as she hears the cracking of brick beneath Spike's palms on either side of her head. A growl rumbles in his chest as he glares at her mere inches from her face, gold flickering by in his eyes.

"That evil will always be inside me," He says then pushes himself away from the wall.

Spike shakes his head and his face transforms into its vampire visage, a snarling mashed image of the human face. The bleach drains from his hair turning his slicked locks jet black and making his skin look whiter than ever before. A red swastika appears on his arm across a band as his outfit transforms into an olive Nazi uniform structured to fit a body not his own.

"Not only have I been a part of some of the bloodiest times in modern history, but I reveled in every bit of them."

"And I can see that you hate yourself for it, you can make amends!"

"Amends!" Spike yells incredulous of the notion. "Think anything I do now can make up for this," Spike shouts and reaches his arms forward.

A woman with muted brown hair appears in his arms, her white blouse slashed and bloodied; her head and limbs hanging unnaturally from his grasp and her vacant eyes staring into Buffy's soul. "For all the lives… the women… the children." Spike's body jerks and the woman in his arms disappears as if it were a flame dissolving into a cloud of smoke, Spike's Nazi costume does the same. Now he looks like William again, a dirtied evil William, and beside him a large metal bin appears. He rips the lid off its hinges and it crashes against the brick wall cracking bricks and letting out a loud echoing thud.

Spike reaches into the coal bin and pulls out with one arm a terrified young girl. She has curly brown hair and seems to be no older than four or five. A shrilling scream escapes her tiny lips as Spike grabs her violently with his other hand and pulls her to him then drives his fangs deep into her throat burying himself in the warmth of her blood causing her screams to fade away with her life. He drops her body to the ground and turns back to Buffy. "Or maybe I should show you something more relatable."

The bleach blonde returns to his hair which lifts into a punk spiked style. Eyeliner is traced around his blue orbs and a tattered white tee shows off his bare arms. A metal pipe appears in his hand and he swings it at her, as Buffy ducks the scenery changes and she finds herself on a subway car stumbling to find her footing. Quickly though she falls into the dance. He swings and she ducks, they dodge around the metal car rails meant for passengers to hold on to and Buffy grabs the pipe in his hands.

This dance feels all too familiar as she's trotted its steps once before, years ago when he told her of the Slayer's he'd killed. As Buffy throws a punch at the vampire before her she realizes that she's wearing leather, a coat, his coat, except it isn't yet his in this memory. More punches are thrown and dodged, more kicks and more dancing. Then she knocks him to the ground and straddles his waist finally gaining the upper hand. He smirks at her. After a moment though she feels his hands at her hips and as the lights flicker on the train their roles reverse. Spike pins her to the ground and quickly confines her hands above her head with one hand bringing his other to her throat. This is it, Buffy thinks, this is how he killed her. This is the last thing she saw before she died.

"I wonder pet, if I killed you in a dream would you die in real life?"

"You won't," Buffy says with determination.

"Killed her didn't I, killed them all, what's to stop me from killing you now?"

"Because it's not who you are anymore." Spike's lips thin.

"Still don't get it." Spike growls then drops down to her moving his hand from her neck to her breast and suddenly she's no longer in his coat on a subway. Now she's in her bathrobe in her bathroom and she can feel the cold tile beneath her bare legs.


	8. Memories

**Chapter 8: Memories**

Instinct kicks in and Buffy fights. This memory is still painfully fresh in her mind. It's a deep stinging cut which has yet to heal, and now being dragged back into this memory is like rubbing salt in the wound. This is no longer just Spike's frightful recollection but hers as well, and that makes it all the more vivid and painful, all the more real; the smell of alcohol on his chilly breath, the feeling of his cold skin dragging violently up her side, the pull of her muscles as she flexes her legs and kicks him off her to send him flying across the room and crash into a cabinet. It feels like more than just a memory and her heart is pounding violently at the stimulation, just as her breath is ragged and uneven with fear.

Buffy pushes herself up off the tile floor and puts a death grip on her violet bath robe holding it tightly to her skin. She stares at Spike with tears welling in her eyes and a trembling lip. She looks at him, first with rage and anger but then she sees that the hurt in his eyes is a thousand times deeper then when this moment had been more than a memory.

For a second Spike looks as if he may crash to the floor weeping, but he straightens himself out and puts on a front. He puts on a mask of cold indifference and stares her down instead. Still though Buffy can see through his façade.

"This would be the part where you tell me this is why you could never love me…" Buffy visibly flinches, "because I don't deserve it, don't deserve to live," he says, his voice breaking slightly. Buffy shakes her head and a thick crease forms between her eyes. She takes a step toward Spike.

"That's not true." Her words are firm and she sees as they enter Spike's ears that all the hard angry lines in his face melt. His pained eyes fill with water and Buffy wonders if he's too choked up to speak. He takes a short, rough unneeded breath and Buffy takes another step closer to him.

She can feel that she's no longer in his mind, in _his_ memories. This is a memory they share, and as painful as it is, it's theirs. Their on a bridge now and Buffy needs to pull him to the other side. She takes on final step to him and brings her lips to meet his. Too broken down to resist Spike shuts his eyes and lets her pull him into her.

--

Spike opens his eyes with a gasp and sees Buffy's silvery sage eyes gleaming at him. Taking a deep unneeded breath Spike looks around. They're in his crypt, early morning light shines through the small windows and they stand before each other in the cool shadows. His face feels swollen, his body sore, and he sees out of one eye much better than the other. She looks on at him with caring eyes wearing that overly girly pink skirt, and Spike remembers. He remembers how he had Warren make that bot to look like her, to be her, to attempt to replace her. A pang of hurt hits him as he realizes that for a short time the bot had replaced her when she had been dead. It was then that Spike had realized just how terrible a replacement it was. Nothing could ever compare to the real Buffy, not ever.

"Do you remember what you did for me and Dawn?" Buffy asks and Spike nods. "Not everything you've done has caused pain and destruction… this day, what you did… this day you were a hero." Spike's eyes go wide and Buffy nearly tears up seeing the confusion swirl around in his blue orbs. Did he really not know how much keeping their secret meant? Spike shakes his head.

"'m no hero… selfish bastard seems more right."

"If you were so selfish you wouldn't have kept our secret even if it meant death. You put Dawn and I before your own life… even soulless you could be selfless."

"One good deed doesn't make up for all the lives lost pet, even if someone as yourself decides to think highly of it." A twinge of anger rushes through Buffy's veins and she steps up closer to Spike. Her eyes are filled with determination to prove him wrong.

"Will you stop that," Buffy all but shouts. "You've done a lot of good, you stood by me to protect Dawn, looked after her even after I was gone… you…"

"Had a chip in my noggin, had to get my jollies killing something somehow."

"No, that's not all it was… you… you cared about me; about all of us… you loved me." They both fall silent for a moment. It's the first time that Buffy has admitted that his feelings were real. Not just real for him, but truly real. "You loved me regardless of how I treated you, even when I treated you like… regardless of what you are, of how you're supposed to be… you loved me so much that you got a soul… for me, to be a better person and you can be Spike. Don't you get it, you went against everything you were to be better, don't give up now."

"There's no good wanting those things now. What good is my love? You're right… I could… maybe I could try to be a good man, but after all I've done… it haunts me pet, and no matter what I do from here on out I can never make up for it, never fix it… so what it comes down to is that I don't want to live anymore, not gonna fight through the sodding pain when I'm gonna burn anyway… let me go love, I deserve what's coming to me, we both know it."

Buffy's brow creases. He doesn't even sound like himself. She'd never known Spike not to fight, fight for her, for himself, for no reason what so ever, he always fought. It was an easy argument to tell him that he could be a better man, but what more can she argue with the fact that he doesn't care, that he doesn't want to fight? He's given up. She can't force him into a life of redemption, can't keep him with her if that's not where he wants to be; and suddenly that thought pains her. The thought that he doesn't want to be with her, that he might not love her anymore, it scares her and for a moment she doesn't know why. Buffy's eyes water and as she looks at him then she realizes that she wants him with her, wants him in her life and she knows that she can't leave without him. Buffy shakes her head violently back and forth. She won't give up.

"No," Buffy murmers. _What good is my love?_ His words replay in her mind. "What good is your love? I'll show you." Buffy grabs him by the hand entwining her fingers with his and as her sun-kissed skin meets his cold digits the world begins to spin. Spike's crypt blurs from existence. A chilling breeze sweeps through them both as a new scene melts into place. Like dripping candle wax the world around them develops into a distorted version of the Summer's living room. As Spike looks around he sees a room that looks like a funhouse mirror image of the room he remembers. Here the color has been drained from the walls and furniture leaving everything grey and cold. All life and warmth have been sucked from this room. The fireplace mantle sits askew, the painting on the wall above hangs crooked, and outside the window the world is just as grey and cold as it is inside. This room is grim, depressing. It's a dismal distortion of reality.

"What is this?" Spike asks.

"This is what you saved me from… _you_ saved me… your love saved me."


	9. Savior

**Chapter 9: Savior**

"When I came back this is how I saw the world," Buffy says softly and Spike listens intently as they stand in the strange slanted grey room, the unsteady room that seems to sway and move making the vampire uneasy. "Everything was dark and cold and… and sometimes I didn't see a point in going on anymore." Her eyes meet his and she can see in his pained blue orbs that he feels the same about life. "I get it Spike, I get what it feels like to hate yourself, to really hate yourself… maybe not for the same reasons, but I do get it… I hated myself for hating my friends, hated myself for not wanting to be alive."

"So what, you gonna tell me that it gets better, jus' gotta give it some time, don' think so pet. I lived a lot of selfish years, lived for me, an' if I can do any real good in this world the best thing I can think to do is to take myself out of it." Buffy shakes her head and takes a step closer to him.

"Then don't live for you… live for me," she says her eyes searching his. "You may think you're ready to burn for all you've done, but… but I'm not ready for you to not be here." Spike pauses; if his heat sill beat it would have skipped.

"What are you sayin?" His words are cautious.

"I'm saying… I'm saying that when my world was dark and grey you were the one thing that made it bearable… you were the only person I could be around that didn't make me feel so... I didn't have to pretend to be okay around you, I didn't have to… hate around you." Buffy takes another step closer to Spike and now looks up at him with wide caring eyes. "You saved me from this Spike, and when I was with you I felt alive again." Around them the room begins to warm, color slowly starts to seep into the walls. "When I felt like I had nothing left to live for, nothing that could make me feel anything, you showed me that… that I was wrong, and you're wrong too Spike… you think there's nothing left for you, nothing you can do to make anything better, and maybe you can't fix the past, but you can do a lot of good now." She grabs his hand. The mantle of the fireplace and the painting above it straighten. "You can't do anything about who you were, but who you are, the man you've been becoming… that man is a good man." As he looks into her eyes she can see that he believes her. With sadness in his eyes and a slight frown across his face Spike runs his fingers of the hand not currently wrapped up in hers across her cheekbone. The room around them continues to warm, sunlight now shines through the window instead of the harsh gray that was there before.

"It all just hurts," Spike near whispers.

"Let me help," Buffy replies as she closes the distance between them and brings her lips to his.

As they meet and their eyes close the world falls away, it melts away into nothingness, and although neither is looking about to see they can both feel that the nothing they fall into is not dark, it's light and warm. Spike can feel the weight of his guilt falling away from him as he brings his arm around Buffy pulling her closer to him and deepening their kiss. As the Slayer embraces a man who before this journey into his mind began she had been planning to kill, she now finds that all she wants is to save him. Despite her denial of her feelings for him to her friends and to herself Buffy knows that she cares for him deeply.

Buffy's fingers twist in the collar of Spike's black tee and she falls backward pulling him down with her. They seem to fall forever as he wraps his arms around her shoulders and hers move to trail up beneath his shirt. As she pulls his shirt over his head Buffy finds her back resting comfortably on soft blankets. They're in her bed.

She smiles up at him, her fingers trailing down his bare chest. The thought that this is nothing more than their joined imagination fails to cross her mind, in this moment together everything is real, feels real. Buffy lowers her fingers to fight with the button on his jeans while Spike continues to kiss her hungrily. Then he stops. Spike pulls back and the button is left alone for the moment. Buffy's eyes search his in confusion.

"Buffy…" He lets out in a huff.

"What's wrong?" Spike rolls over to lie beside her and stares at the ceiling as he speaks. His sudden absence from her worries Buffy.

"If this is just… I couldn't bear it if this was nothing more than cold comfort… don' need your sympathy, an…"

"It's not." A moment of pause passes and Spike closes his eyes for a moment.

"Buffy don'"

"Spike, I want this… I want you… yeah, I want to help you but that's not… this is about me caring about you a-and… and wanting to be with you." His eyes snap to hers.

"Don' say it if you're unsure, I want you more than life itself but…"

"Spike… I can't promise you anything; I can't tell you that I love you… but I do know that I could… and I think… _I want_… I want to see where things go with us." His eyes sway back and forth as they search her expression for understanding. Could she really mean it? Her eyes are so clear, her soul open and everything about her says yes. He twists to his side and drags a finger down her cheek. She looks at him with loving eyes and he draws her face closer to him.

"You sure?" Spike asks his voice still wary. Buffy ignores words altogether, she crashes her lips to his and in a fraction of a second he's rolling back atop her. Buffy twists her legs around the vampire's waist and he presses his body against her.

Instantly his fingers move to the buttons on her blouse while hers send tingles across his skin as they trail down his stomach. His cool lips move to suckle her throat as he slowly undoes every button. Buffy gasps and throws her head back, her mind going blank and forgetting about the button of his jeans entirely for the moment. Spike pulls her shirt open and his lips move to the swell of her breast. A soft moan escapes the Slayer's lips and she can't stand it any longer. She pulls Spike back up to her and draws his lips back to her own. While her fingers are twisting in his hair his digits make their way to the back of her bra and he quickly unfastens it.

Buffy tugs at his blonde locks and again sets her sight on the button of his jeans. Without removing his lips from hers Spike quickly discards her blouse and bra carelessly tossing them to the floor. They land on the carpet with a muted thump. Then as Spike's fingers lightly trail down her body, the tickling feeling of which causes Buffy to arch toward him, he feels his jeans loosen. Thin tanned fingers tug at the now unbuttoned jeans and his fingers move to unbutton hers. Slayer and vampire cling together in the oasis in their minds twisting the sheets and kicking off the rest of their garments, ankles fighting for their lives against thick denim.

Moonlight shines through the panes of the glass laying cross like patterns across the bed where Buffy and Spike lie. Soft flesh and heated breath surrounds Spike while Buffy trembles from icy touches. The room is illuminated in a cool blue light as their lips part for a moment and their eyes meet. Eyelashes flutter, cobalt stares at emerald and ivory lies against gold. Buffy's eyes flicker with passion and love; a look that mimics that of Spike's, two sets of twinkling orbs staring into the soul of one another. Buffy's breath catches and for a moment she truly forgets to breathe. Everything is silent. Then with a shifting of hips all the details fade into a blur as the only thing either can focus on is the feel of the other.


	10. Waking

**Chapter 10: Waking**

Icy circles are traced on the Slayer's shoulder. Buffy's head lies on Spike's chiseled chest and the only thing to cover her bare body is a single thin white sheet. She feels truly rested for the first time in over a year and sighs wishing this moment could go on forever. Spike takes a deep breath taking in the sight of Buffy in his arms and places a kiss upon her forehead. For the first time since receiving his soul Spike is at peace. For the first time he is not plagued with guilt, or tormented by his past deeds; for the first time Spike is focusing on his future and not reliving the past. Buffy twists to face him and she takes in every line on his face, every inch of his features before she speaks.

"We can't stay lost in our minds forever you know," Buffy says then feels her nerves overcome her as Spike looks away for a moment.

"Don' see why not… not so bad here really." Spike looks around the imagined version of Buffy's bedroom.

"Spike…"

"I know… it's just," he looks to her now eyes big and round. "What happens when we get out, when we get back to the real world, who's to say this… this thing with you an' I won't just stay a figment of our imaginations?" Buffy sits up never removing her eyes from his.

"Me, I say… this is real to me Spike."

"Yeah… you say that now when everything is just brainwaves and…"

"No, I say it for always… Spike, since… since I've been… _here_, I've gotten to see you, the real you, the big evil scary Spike and the sweet poetic William, I've seen all of you and I know exactly who you are. You're a good man, a man I care about, and nothing is going to change that." Their eyes search one another's. "Please Spike… come back with me." He stares into her eyes for a moment then he looks away. His eyes catch the window and he glares out into the imaginary street. There's no wind out there, no animals scurrying about. It's a fixed image beyond the window. Buffy hadn't a reason to construct more than that with her thoughts. It reminds Spike just how unreal this world is around them. He doesn't want this. Yes, he's wanted her, wants her, but not like this. Spike knows what it's like to be with her and not really have her and he knows if he stays here that will be all he can have; a fantasy. He turns back to face Buffy then and nods. Slowly a bright smile creeps across Buffy's face and she leans in to him kissing him swiftly on the lips. They pull away and stare at one another. Green eyes meet blue, a deep turbulent and passionate blue.

Buffy blinks. Her eyes feel dry and scratchy, she rubs at them and then she looks around. Her bedroom is now dark. The white candle has gone out and has melted down to a stub, wax soaking into the carpet. Ribbons of grey and white smoke dance, spiraling upwards into the air. Buffy follows the smoke up until it dissipates, and then she sees him. Spike, he sits across from her, his eyes now full of life once again look her over inquisitively. For a short while neither dares to speak, they simply eye one another up as if to assure themselves that the other is really there. This is no longer a dream; reality has crashed down upon them. Spike opens his mouth to speak then shuts it again quickly. He sighs.

"You're back," Buffy says and Spike smiles at her but still seems apprehensive. Then Buffy sits up on her knees. She leans forward and presses her lips to Spike's in a short chaste kiss. As she pulls away her eyes lock with his. Then she stands and reaches a hand toward the still sitting vampire. He takes it and she pulls him to his feet. They both wobble for a moment having been sitting in the same position for hours. Then Buffy reaches out and grabs Spike by the hand.

"So what now?" Spike asks.

"I guess we go from here… see what happens." Her voice wavers with nervousness, but holds strong and sincere none the less.

"You're serious about this aren't you?"

"Very…" Buffy sighs, "but it's not gonna be all hugs and kisses, we've still got a big bag on our hands."

"Right, the bottom eater," Spike says with a smirk.

"The First… hopefully telling the gang what you know will help us figure out the what in what were up against." Buffy smiles then steps closer to Spike. He wraps his arms around her holding her tight against him. "And since there's a new big bad on the loose that means I'm gonna need you close by, you should probably stay here… never know when I might need some extra muscle."

"That so?" Spike quirks an eyebrow and Buffy smiles.

"Very so." He leans in and kisses her, passion building with every movement of their lips. Then Spike pulls away and rests his forehead against hers.

"What about your mates?" He asks in a husky whisper.

"They'll deal." Another kiss. "They don't see you like I do… but I know you can make a difference and they will see that." Spike smiles then glances at the door.

"Suppose we should tell them that the spell's been broke, eh love?" Buffy thinks it over then she shakes her head.

"They can wait a little longer," she replies as she pulls him into another fiery kiss.

THE END


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